Current Report Filing (8-k)
May 19 2023 - 5:01PM
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2023-05-18
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange
Act of 1934
Date of Report
(Date of earliest event reported): May 18, 2023
CompoSecure, Inc.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-39687 |
|
85-2749902 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
309
Pierce Street, Somerset, New
Jersey |
|
08873 |
(Address of principal
executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (908) 518-0500
(Former name or former address,
if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class A Common stock, par value $0.0001 per share |
|
CMPO |
|
Nasdaq Global Market |
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock |
|
CMPOW |
|
Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| Item 5.07 | Submission
of Matters to a Vote of Security Holders |
CompoSecure,
Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 18, 2023. At
the Annual Meeting, the following matters were submitted to a vote of stockholders:
| 1. | The
election of two (2) Class II directors to serve until the Company’s 2026 Annual Meeting
of Stockholders and until their successors are duly elected and qualified, or until their
successors shall have been duly elected and qualified; and |
| 2. | The
ratification of the appointment of Grant Thornton LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2023. |
At
the close of business on March 24, 2023, the record date for the determination of stockholders entitled to vote at the Annual Meeting,
there were 18,367,859 shares of the Company’s Class A Common Stock outstanding and entitled to vote at the Annual Meeting, and
there were 59,958,422 shares of the Company’s Class B Common Stock outstanding and entitled to vote at the Annual Meeting. Under
the Company’s Second Amended and Restated Certificate of Incorporation, the holders of the Company’s Class A Common Stock
and Class B Common Stock (collectively, “Common Stock”) at all times vote together as one class on all matters submitted
to a vote of the stockholders. The holders of 72,836,464 shares of Common Stock were represented virtually or by proxy at the Annual
Meeting, constituting a quorum.
At
the Annual Meeting, (i) the two Class II directors were elected and (ii) the appointment of the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2023 was ratified.
Proposal
No. 1 — Election of the Class II Directors
The
vote with respect to the election of each of the directors was as follows:
Nominees |
|
For |
|
Withheld |
|
Broker
Non-Votes |
Michele Logan |
|
68,995,883 |
|
1,675,080 |
|
2,165,501 |
Brian F. Hughes |
|
67,478,945 |
|
3,192,018 |
|
2,165,501 |
Proposal
No. 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm
The
vote with respect to the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2023 was as follows:
For |
|
Against |
|
Abstain |
72,822,451 |
|
13,767 |
|
246 |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
May 19, 2023 |
CompoSecure, Inc. |
|
|
|
By: |
/s/Timothy Fitzsimmons |
|
|
Name: |
Timothy Fitzsimmons |
|
|
Title: |
Chief Financial Officer |
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